Aztec System Terms of
Use

This Terms of Use Agreement (“Terms of Use”, or “Agreement”)
between you and Aztec Software (“Aztec”) establishes binding legal
terms for the use of Aztec produced software and /or intellectual
property including but not limited to use and installations of
Aztec created software on mobile device(s), telephone(s),
entertainment device(s), gaming system(s), computer(s), server(s)
and website(s). This includes but is not limited to any device that
can display, produce sound or create tactile representation of any
content created by Aztec or its Agent(s).

Aztec created software and/or intellectual property includes
access and or use of the Administration System, Content Development
Tools, Player, Testing Tools, Learning Management System and all
related systems and subsystems. These components are collectively
referenced as the “System” or “Aztec System”, and are also
referenced as the “Service” as well as “Software”.

Agreement is made unconditionally and in full. Use of any Aztec
capability in any way implies you have agreed to these terms and
agree to be legally bound to these terms.

Please see the Privacy Policy for more information about how we
collect, use, and share information.

It is the customer’s responsibility to read and understand these
terms.

Service and Software Description

Aztec provides to customers systems, services, software and/or
support allowing a customer’s user to view online content typically
presented as learning material (in various forms: including but not
limited to, text, animations, sound, video, directed instructions)
in order for users to engage in, but not limited to, a learning
experience, interact with users, create groups of users, administer
classes, administer learning content, create reports, conduct
assessments, create learning content, modify learning content,
administer other users, create tests, modify tests and conduct
testing. Users are typically, but not necessarily members of an
organization such as a school or an organization that provides
learning as part of its own services. Thus users may or may not be
required to pay the customer organization for use of the Aztec
System. User can also be individuals using the Services and/or
Software.

This agreement encompasses all the components of an Aztec
System. This includes, but is not limited to the administration
system, learning system, content creation tools, testing programs,
assets, learning content, reports, certificates, questions,
lessons, problems, courses, subjects, assessments, and classes.
There are two implementation categories of the System, which may
reuse components from the other category. The Service category is a
hosted environment intended to provide learning over the Internet
or an Intranet. The hosted environment (“Service”) is can be shared
by multiple customers by one customer. A Software version is also
available that is intended to support only one customer at a time.
Hosting can be provided by a number of different network
configuratins including but not limited to intranets, Internet
and/or private networks.

Aztec in providing its Service and/or Software may require the
use of third party hardware, communications systems, networking
systems and software. You, the customer, are responsible for
maintaining all computer hardware, software and communications
equipment needed to access the Service or Software, and for paying
all related charges including but not limited access (e.g. ISP,
telecommunications) incurred while using the Service or Software.
In such cases the user is providing a required piece of hardware,
software, communications or networking system, it is not the
responsibility of Aztec to support, test, provision, administer,
pay for, or otherwise interact with in any way those components. It
would be prudent for customers to understand the minimum platform
requirements for each Aztec System. Support will not be offered for
installations that do not meet the minimum platform
requirements.

The Software and Service is designed to be used by people with
an understanding of using a computer, experience using a web
browser and general operation of a computer. It is not the
responsibility of Aztec to provide the basic computer training
necessary to use the Software or Service.

Aztec is not liable for any loss incurred by the customer
related to the operation of the Service or Software, accuracy of
content, reports, testing content, or failure to connect to the
System. You, the customer acknowledges that damages for financial
or other loss resulting system failure or content accuracy cannot
be claimed from Aztec.

Usage

During the registration process, the customer (you) will be
provided either with a login and password combination or an access
key as well as be requested to provide required account
information. It is your responsibility to inform Aztec if this
information is compromised so that Aztec can disable the account
and re-credential the account. You recognized that illegitimate
users or customers or using another customer’s set of credentials
does not relieve the customer of the responsibilities and
obligations of these Terms. Thus the customer is responsible for
protecting the confidentiality of the account credentials. Any
violation of these terms no matter if by use of credentials by a
legitimate or illegitimate user or customer may be grounds for
termination of service or software at Aztec’s sole discretion.

You may not use a customer login and password combination other
than the one assigned to you by Aztec. You must immediately notify
Aztec of any suspected use of your account by another party. Aztec
is not responsible for any losses due to unauthorized use of your
account.

This initial login and password might be enabled to allow
creation of additional logins and passwords to the limit of the
allowed license. It is the customer’s responsibility to monitor the
use of these logins so they are only used by legitimate users for
the sole purpose of administrating, providing or receiving
learning.

Aztec reserves the right to report any violation of law or
regulations to appropriate government agencies.

The customer and customer’s users interact with the system to
provide a learning experience to a collection of users including
but not limited to roles known as students, instructors, tutors and
administrators. Additional roles can be defined by the customer in
the Administration component of the Service or Software. It is the
customer’s responsibility to maintain user information accurately
and protect the confidentiality of that information.

The customer is expected to provide Aztec, one or more contact
names, with associated email address, telephone address and
additional information as requested by Aztec for the purposes of
administration, billing, maintenance, upgrade announcements,
unexpected behavior reports and service notifications at the option
of Aztec. You may inform Aztec you do not wish to receive emails,
but in doing so you recognize you may not receive information
required to provide service to your own customers.

New features may be introduced over time with or without notice.
Unless expressly covered by a different agreement, this agreement
includes those new features.

You may not reproduce, modify, duplicate, copy, delete, or
resell any part of the system and/or software unless expressly
provided for in a separate agreement.

You are responsible for all activity using the Service and or
Software. Aztec is not responsible for the misuse of the Service
and/or Software.

This agreement and the Privacy Policy are considered
intellectual property of Aztec and are only to be shared with
authorized customer representatives.

Message Content

The Software and System include the ability to send messages by
email and SMS (“Text Messaging”) to users in all roles. The
Software and System also include the ability to post notices
associated with learning activities, testing activities, the
organization or users. Postings can optionally be also place on
social media sites including but not limited to Facebook and
Twitter. The content of these messages is entirely the
responsibility of the customer and Aztec cannot be held liable for
any message content, the number of messages sent, the timing of the
messages or metadata associated with the messages. Aztec, may when
it deems it so required, remove or delete messages and/or content
at its sole discretion that it judges violates this agreement, may
be considered offensive, could be considered illegal, harms others
or threatens to harm others. You agree that you will not:

Post, send message or cause the another party to receive
content that could be considered unlawful, harms others,
threatens to harm others, is vulgar, obscene, libelous,
hateful, derogatory, defamatory, invasive of another’s privacy,
racially objectionable or promote cruelty to humans or
animals.

Post, send messages or cause another party to receive
content that the user does not have the legal right to
transmit. This includes content that infringes upon any patent,
copyright, trade secret or other intellectual property rights
of another entity.

Post, send messages or cause another party to receive
content in violation of local, state, federal, tribal or
internal law, regulation or lawful order

Cause messages to be received by others that might be
considered invasive or spam.

The customer is responsible for configuring the System
allowing messages to only those that have authorized receipt of
those messages. The customer is also responsible for ceasing to
send messages to users that inform the customer they do not
want to receive messages.

Create messages and postings that are not directly related
to the educational content or progression of users in their
role as an Aztec user. Thus this expressly forbids use of the
Aztec system to conduct marketing campaigns, sending
unsolicited email, causing the launching of programs or that
create more than one message from one from Aztec.

Post, send messages that are intended to interfere with the
proper operation of a computer program, network or system. This
includes but is not limited to viruses, worms, Trojan horses,
syn attacks

Post, send messages or use any component of the system in
such a way that Aztec determined interferes with the intended
operation of the Aztec system or software, its hosting platform
or connected networks.

Use the system in any way that violates the terms of the
billing agreement. This includes but not limited to start data
and time, ending date and time, maximum number of user and
content of the learning library.

Use the system to collect data on users for purposes other
than directly related to providing learning services in
conjunction with the Aztec System.

You should be aware that Aztec does not screen, review or
otherwise edit learning content created by customers or users.
Aztec makes no representation as the completeness, accuracy or
value of content created by customer or users. Aztec shall have no
responsibility for such created content. Likewise, users may be
exposed to content they deem to be objectionable or indecent that
was created by users. You, accept all responsibility for any such
exposure as creation of such content is out of control of
Aztec.

The customer is entirely responsible for back ups for any
customer or user created content. Aztec reserves the right to
replicate user provided content as needed for the operation of the
system or software.

Permission to use one or more Aztec services or software does
not license you or create any intellectual property rights to the
underlying elements used to provide that service. All copyrights,
trade secrets, patents, and other intellectual property remain the
property of Aztec and its intellectual property licensees. You may
not reuse, reverse engineer, replicate, or create derivative works
based upon any part of the service or software.

Content

You, the customer, can create new learning content from content
provided by Aztec known as derivative content. You, the customer,
are entirely responsible for the licensing and/or access rights for
any content included in derivative learning material. This includes
but not limited to tools, systems, components, images, video,
sounds, icons, text and other media used to product the derivative
learning material. You are entirely responsible for this
content.

The customer is granted a license only to use the Aztec System,
using the credentials provided by Aztec for access to the system.
The Software version is licensed for only one physical machine at a
time per license. This license expressly prohibits any attempts to
extract learning content, design information or user information
for any purpose with the exception of export features explicitly
supported by the Software itself.

Third Parties

You may use Third Party content in the creation and presentation
of new learning content, i.e. derivative content. Aztec in no way
endorses, supports or is involved in the licensing, evaluation,
quality control, legality, accuracy or support of any third party
content even if the third party is listed on the Aztec Website. Any
financial arrangements between you and the third party are entirely
between you and the third party.

Indemnification

You agree to defend, indemnify and hold harmless Aztec and its
subsidiaries, agents, managers, and other affiliated companies, and
their employees, contractors, agents, officers and directors, from
and against any and all claims, damages, obligations, losses,
liabilities, costs or debt, and expenses (including but not limited
to attorney’s fees) arising from:

(i) your use of and access to the Service and/or Software;

(ii) your violation of any term of this Agreement, including
without limitation, your breach of any of the representations and
warranties above;

(iii) your violation of any third-party right, including without
limitation any right of privacy, publicity rights or Intellectual
Property Rights;

(iv) your violation of any law, rule or regulation of the United
States or any other country;

(v) any claim or damages that arise as a result of any of your
derivative content;

(vi) any other party’s access and use of the Service with your
unique username, password or other appropriate security code;
and

(vii) any dispute you have with one or more of our users
or any Third Party

Disclaimers

You expressly understand and agree that:

The Aztec System is provided on an “as is “ and “as
available” basis

There is no warrantee of any kind implied or not, including
fitness of use for a particular purpose. Furthermore there is
no assurance of performance or suitability to the intended
task.

There is no assurance the system is secure, error free or
fault free or that such characteristics will be repaired.

Aztec is not responsible for any customer or user provided
content.

That processing user and customer provided information is
essential to the operation of the system and that it is
essential to the proper operation of the System that this
information be accurate and complete

Aztec is not responsible for any technical malfunction of
computer systems, networks, facilities, power systems,
environmental controls and any other third party provided
service necessary to the operation of the System. This includes
but not limited to performance, availability, reliability and
quality of shared services such as mobile networks, the
Internet or Intranets.

Aztec is not responsible for any loss or damage resulting from
the use or administration of the Aztec Software and/or System,
interactions between users of the system or interactions between
customers and Aztec, and/or as a result of consumption or the
learning, assessment, reporting or testing content of the Software
and/or System.

Aztec reserves the right to change its name, be acquired by
another entity, purchase new and/or additional domain names, sell
its intellectual property, license its intellectual property or
modify service and software copyrights, trademarks, service marks
and patents as Aztec sees fit without notice. The Terms of this
agreement remain in effect before, during and after any or all of
these events.

The Aztec System (both Service and Software) is designed for use
in the United States. It is entirely the responsibility of the
customer if the Service is used in and/or from a different region.
Such use may subject the customer and/or use to different legal
requirements, which are entirely the responsibility of the
customer.

Modification of Terms
Aztec may update, modify and otherwise continually seek to improve
the Service or Software and such changes often require an update or
revision to these Terms. Accordingly, Aztec reserves the right to
change or discontinue any aspect or feature of the Service, as well
as modify, change and/or update these Terms, from time to time, as
Aztec deems appropriate. Any updates to these Terms shall be posted
on the Aztec Website, from time to time. You acknowledge your
responsibility to review these Terms from time to time and to be
aware of any such changes and, should you request, we will be happy
to keep you informed if/when such changes take place. If you do not
agree with any such changes, your use of the Service may be
cancelled in accordance with the procedures for cancellation set
forth herein.

Your continued use of the systems and/or software signifies your
assent to the revised terms

The customer agrees to use Aztec services in accordance with all
applicable guidelines, state and federal laws that apply to Aztec
Software or the Aztec Service. This is your responsibility and
obligation in all respects.

Termination, Cancellation and/or Suspension
If at anytime you breach these Terms, Aztec may elect to suspend,
terminate and/or cancel your use of the Software and/or Service
and/or recover any damages from you arising from the event(s)
giving rise to the suspension, termination or cancellation. We
reserve the right to suspend your Service or Software at any time
for any reason we may deem necessary to continue to provide our
Service and/or Software in a way that may be hindered by your
status as being our client, your financial status or the content of
the messages or broadcasts originating from you.

Upon any such termination, cancellation and/or suspension, you
are still responsible for any obligations then accrued. Your
obligation to pay all amounts accrued and owed by you shall
continue even after any suspension or cancellation of your access
to the Service (in whole or in part). Upon termination, for any
reason, you agree to immediately cease using the Service and Aztec
shall have no obligation to you after any termination or
cancellation of these Terms.

The provisions regarding ownership, payments, warranties and
indemnifications will survive any suspension, termination or
cancellation of your use of the Service or Website.

Service Terminationby the
User
You are free to terminate or cancel your use of the Software and/or
Service at any time, and for any reason. You, the customer,
recognize that termination of the service will lead to permanent
deletion of all system records in such a way that the records
cannot be used to restart the service, be used in another service
or be used by the software version. Such termination does not
relief the customer of any financial obligations as detailed in
billing agreements.

Links to other Websites
Websites designed and operate by Aztec Software (“Website”), the
Software and/or the Service may contain links to third party
websites. These links are provided solely as a convenience to you
and not as an endorsement by Aztec of the content on such
third-party websites. Aztec is not responsible for the content of
linked third-party websites and does not make any representations
regarding the content or accuracy of materials on such third-party
websites. If you decide to access linked third-party websites, you
do so at your own risk.

Aztec cannot ensure that you will be satisfied with any products
or services that you purchase from a third party
website that links to or from the Website, since these websites are
owned and operated by independent third parties.
Aztec does not endorse any of the products/services, nor has Aztec
taken any steps to confirm the accuracy or reliability of any of
the information contained in such third party
websites. Aztec does not make any representations or warranties as
to the security of any information (including, without limitation,
credit card and other personal information) you might be requested
to give any third party, and you hereby irrevocably waive any claim
against us with respect to such websites. Aztec strongly encourages
you to make whatever investigation you feel necessary or
appropriate before proceeding with any online or off-line
transaction with any of these third parties.

Aztec consents to links to the Website which conform to the
following: the appearance, position, and other aspects of any link
to the Website may neither create the false appearance that an
entity or its activities or products are associated with or
sponsored by Aztec nor be such as to damage or dilute the goodwill
associated with the name and trademarks of Aztec or its affiliates.
Aztec reserves the right to revoke this consent to link at any time
in its sole discretion, without notice.

Security You are prohibited from
violating or attempting to violate the security of the service
and/or software including, without limitation: (a) accessing data
not intended for you or logging into a server or account which you
are not authorized to access; (b) attempting to probe, scan or test
the vulnerability of a system or network or to breach security or
authentication measurers without proper authorization; (c)
attempting to interfere with service to any user of the service or
software, host or network, including, without limitation, via means
of submitting a virus to the service or software, overloading,
“flooding”, “spamming”,
“mailbombing” or “crashing”; (d) sending
unsolicited e-mail, including promotions and/or advertising of
products or services; or (e) forging any Aztec packet header or any
part of the header information in any e-mail, instant message, text
message or newsgroup posting. Violations of system or network
security may result in civil or criminal liability. Aztec may
investigate violations of these Terms and Conditions, and may
involve and cooperate with law enforcement authorities in
prosecuting users of the Website who are involved in such
violations.

You should recognize that Aztec can be required to provide
information relating to and about users and/or customers to law
enforcement agencies upon their request and that the user and/or
customer may not necessarily be informed of such information
transfer.

Force Majeure
Aztec shall not be liable for any failure or delay in performing
its obligations hereunder, which such failure or delay is caused by
fire, flood, earthquake, elements of nature or acts of God, acts of
war, insurrection, terrorism, strike, failure or downtime of any
telecommunications line and/or unavailability of any
telecommunications facilities, power failure, governmental
restrictions, any court order, compliance with any law, regulation,
or order of any governmental authority, or any other cause beyond
the reasonable control of Aztec. In addition, Aztec shall be so
excused in the event it is unable to acquire from its usual
sources, and on terms it deems to be reasonable, any material
necessary for the performance of the Service.

Miscellaneous
The failure of either party to exercise in any respect any right
provided for herein will not be deemed a waiver of any further
rights hereunder. If any provision of these Terms is found to be
unenforceable or invalid, that provision will be limited or
eliminated to the minimum extent necessary so that these Terms will
otherwise remain in full force and effect and enforceable.

No agency, partnership, joint venture, or employment is created
as a result of these Terms and you do not have any authority of any
kind to bind Aztec in any respect whatsoever. In any action or
proceeding to enforce rights under these Terms, the prevailing
party will be entitled to recover costs and attorneys’
fees.

All notices required hereunder shall be in writing and will be
deemed to have been duly given when received, if personally
delivered; when receipt is electronically confirmed, if transmitted
by facsimile or e-mail; the day after it is sent, if sent for next
day delivery by recognized overnight delivery service; and upon
receipt, if sent by certified or registered mail, return receipt
requested. Aztec may give notice to you by means of a general
notice on the Website or Service, electronic mail to your e-mail
address on record in Aztec account information, or by written
communication sent by personal delivery, fax, overnight courier, or
certified or registered mail to your address on record in Aztec
account information.

Any claim or cause of action related the Aztec Service
regardless of category must be filed within one year of the first
related event or any such claim or derivative clam can be forever
barred from action.

These Terms shall be governed by and construed in accordance
with the laws of the State of New Jersey notwithstanding its laws
governing conflicts of laws. Except as hereinafter provided, any
dispute arising under these Terms shall be settled and determined
by binding arbitration in New Jersey in accordance with the
provisions of the Federal Arbitration Act, 9. U.S.C. §§1-16, as
amended (the “Federal Arbitration Act”), to the exclusion of state
laws inconsistent therewith. The terms of the Commercial
Arbitration Rules of the American Arbitration Association (the
“Rules”) then in effect shall apply except to the extent they
conflict with the express provisions of this paragraph. A single
independent arbitrator shall conduct the arbitration. The parties
shall endeavor to select the independent arbitrator by mutual
agreement. If such agreement cannot be reached within thirty (30)
days after a dispute has arisen which is to be decided by
arbitration, the selection of the arbitrator shall be made in
accordance with the Rules as then in effect. The arbitrator shall
be a member of a state bar engaged in the practice of law in the
United States or a retired member of a state or the federal
judiciary in the United States. The award of the arbitrator shall
be based on the evidence admitted and the substantive law of the
State of New Jersey (subject to any applicable preemption or
supersedence by U.S. federal substantive law) and shall contain an
award for each issue and counterclaim. The award shall be made
within thirty (30) days following the close of the final hearing
and the filing of any post-hearing briefs authorized by the
arbitrator, and such award shall set forth in writing the factual
findings and legal reasoning for such award. The arbitrator may, in
his/her discretion, award to any party specific performance or
injunctive relief (the foregoing is not intended to limit Aztec’s
access to the courts to the extent provided below). The arbitrator
may not change, modify or alter any express condition, term or
provision of these Terms, nor the extent the scope of their
authority is expressly limited. Except as provided in the Federal
Arbitration Act, the arbitration award will be final and binding
upon the parties and no appeal of any kind may be taken. Judgment
may be entered thereon in any court having jurisdiction thereof.
Each party shall be entitled to inspect and obtain a copy of
non-privileged relevant documents in the possession or control of
the other party. All such discovery shall be in accordance with
procedures approved by the arbitrator. Unless otherwise provided in
the award, each party shall bear its own costs of discovery. The
statute of limitations applicable under New Jersey law to the
commencement of a lawsuit shall apply to the commencement of an
arbitration hereunder.

Anything in the foregoing paragraph to the contrary
notwithstanding, Aztec may seek injunctive relief in any court
having jurisdiction over the parties to enjoin or prevent any
action you take or threaten to take in violation of these
Terms.

The terms and conditions of Service are only those stated
herein, which shall constitute the complete agreement between the
parties. No terms and conditions stated in or attached to your
communications to Aztec are applicable to these Terms in any way
and are not to be considered your exceptions to the provisions of
these Terms.

The section titles do not convey any meaning to the content of
this document.

The language of these Terms is English. If the document is
translated, the English version shall prevail over any such
interpretation.